No. 2241 approving a development agreement with gameday centers Southeastern, LLC and related matters

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to the costs set forth at Exhibit E; and (iv) any other costs not related to the Parkin g , Facilit Y including the costs associated with equipping or building out the Retail Stores. Upon the completion of the Parking Facility, the Developer shall provide a certificate from the Project Architect under which the Project Architect (i) certifies as to the Construction Costs as described above; (ii) provides, to the extent a cost qualifies as a Construction Cost, a verified schedule of values regarding such cost or costs itemizing the amounts paid the contractor or contractors and allocating them proportionally among the various aspects of the Project; and (iii) all other supporting documentation used in its determination of the Construction Costs (the "Certificate of Construction Costs ") in a form set forth at Exhibit C. The Commission shall review and consider the Certificate of Construction Costs and its supporting evidence and if satisfactory shall issue its Parking Facility Certificate of Completion determining the Construction Costs and the Parking Facilities completing in accordance with the Purchase Contract. 5.6 Commission Obligation to Lease Commission Facility to Developer. If the Developer exercises its Commission Purchase Option under this Section, the Commission's purchase of the Commission Facility shall be subject to a lease agreement between the Commission and the Developer (the "Developer Lease "). The terms of the Developer Lease shall provide that the Commission lease the Commission Facility to the Developer for an annual lease rental that shall not exceed One and 00 /100 ($1.00) per year for a term of approximately twenty (20) years. The Developer Lease shall contain an option for the Developer to purchase the Commission Facility upon the expiration of the Developer Lease at a purchase price of One Thousand and 00 /100 ($1,000.00). The Developer Lease shall also include the other lease or operational requirements set forth in this Section 5 and may include any provision consistent with this Agreement. 5.7 Developer Obligations under the Lease. If the Developer exercises its Commission Purchase Option under this Section, the Developer shall lease the entire Commission Facility from the Commission under the terms of the Developer Lease. The Developer Lease shall provide that the Developer be responsible for operating and maintaining the Commission Facility, including providing for the long -term maintenance of the Parking Facility, at all times in a high grade and reputable manner so as to help establish and maintain a high reputation for the Parking Facility and the downtown more generally. Under the terms of the Developer Lease, the Developer shall further be responsible for obtaining commercial general liability insurance naming the Commission as additional insured and for obtaining casualty and fire insurance for the Commission Facility, which casualty or fire insurance proceeds associated with the Commission Facility shall either be used to rebuild the Commission Facility or shall be delivered to the Commission to the extent such proceeds not exceed the Commission Purchase Price. The Developer Lease shall further provide that the Developer be responsible for providing for the management of the Commission Facility and for paying all utilities for the Commission Facility and taxes and assessments levied against the Commission Facility. The Developer shall indemnify the Commission for any loss in connection with or arising from any use or condition of the Project and the Site or occasioned wholly or in part by any act or omission occurring on or about the Project and the Site, except for any loss, injury or damaged caused solely by the willful misconduct of the Commission. While the Developer may F:\DATA \SHAREU.e al \W data\ EP\E g p S conomic Development \Gameday \Gameday Development Agreement (version 4).doc O